


Playing in the Waters

by orphan_account



Category: Transformers Generation One
Genre: Anal Sex, Exhibitionism, F/M, Feeding Kink, Genderswap, Humiliation, Oral Sex, Power Play, Rough Sex, Spanking, Tentacles, Transformation, Vaginal Sex
Language: English
Status: Completed
Published: 2012-08-19
Updated: 2012-08-19
Packaged: 2018-01-09 12:50:36
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 4,057
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1146202
Author URL: https://archiveofourown.org/users/orphan_account/pseuds/orphan_account
Summary: <blockquote class="userstuff">
              <p>This is an old fic I'm re-posting. Spike and Carly visit the Well of Transformation on Tlalak. It's consensual (Spike wants it and is having an awesome time), but it does get pretty rough (Carly is aggressive and non-verbal, and it's not clear that a 'no' would be respected), so just a heads up there.</p>
            </blockquote>





	Playing in the Waters

Tlalak was in rare form that day. The skies were cloudless over the yellow rock and sand, and it seemed the whole population was in the streets to celebrate the Festival. The music of flutes drifted through the cities, winding into harmonies as musicians followed one another along the brightly decorated blocks, calling to each other with their instrument. Offworlders mingled with the natives, drawn by the bright attractions, come to help the Tlalakans in honoring the anniversary of their planet’s liberation.

Spike was walking up a mountain path, hand in hand with his wife. He could still hear the distant flutes of the city. As they ascended, the music faded from a riotous celebration to a few soft, high notes, something like windchimes. The temple was growing nearer now.

“You all right?” Carly asked after a while.

“Hm?” He blinked, a little startled by the question after such long silence.

She nudged his arm. “You’re so quiet.”

“Heh. Just nervous, I guess.” He looked down, a little embarrassed.

“Seaspray says it doesn’t hurt.”

“No, not about that,” he said. “I know it doesn’t. It’s just...” He shook his head. He wasn’t sure what it was just.

She put an arm around his waist and hugged him to her side. “Don’t worry, it’s going to be fine.” She smiled as her gaze fell on the temple. “It’s going to be _awesome_.”

***

A young priest met them outside the building. He was naked except for a cloth tied at his waist, smiling that tilted smile and walking on the balls of his feet, as many Tlalakans did. “Welcome,” he said.

“It’s beautiful here,” Spike said, looking around. “You’ve rebuilt very well.”

The priest tilted his head in thanks, acknowledging the wistfulness of an Autobot’s praise for rebuilding. “Time and care do great things for a world,” he said. “Is this your first visit to the Well of Transformation?”

“Yes,” Spike said, “Although we’ve heard much about it.”

“It was a powerful weapon of resistance during the occupation,” the priest said, gesturing for them to follow. “Now that we are free, it’s a force for discovery.”

There were neither walls nor gates to the temple, just a path leading up to the quiet place. The priest smiled as he led them past the ancient pillars to the Well of Transformation. A little altar held a dish of organic powder. He lit it with a laser-torch, and it burned fragrantly. He turned back toward them and touched their foreheads with two fingers. He murmured something in an old tongue before wishing them a good journey in Standard.

Spike closed his eyes as he stepped into the waters. Seaspray was right, it didn’t hurt. It was more like a strong feeling of potential all throughout his body, like going through a growth spurt, or the feeling of a rapidly healing injury. He gathered his thoughts and brought them to a focus. The water shimmered around him and he felt himself shift, his body rearranging into a new pattern.

He emerged from the Well and looked down at his new form. He was now a young woman, slighter than before, with narrower shoulders and full, soft hips and breasts. He wore a short pink tunic, cut after the local style, and his brown hair tumbled over his shoulders. He smiled shyly as he caught a glimpse of his reflection in the waters and tucked a strand of hair behind his ear.

He turned to look up at Carly, who was a twenty foot tall mass of giant, undulating green tentacles. One waved to him.

“Ah. Hi,” he said. He reached out a tentative hand to feel the texture of her new body, try and map out the form, see if he could discern a central... _something_ inside. His hand was quickly ensnared as she wrapped a tentacle around his wrist and drew him closer. “Oh!”

He struggled to regain his balance, but she didn’t seem interested in that. Just drew him closer and moved a little ways back from the pool. He scrambled to move with her, short bipedal legs kicking at the ground. Once they were out of the way, a tendril started wandering up his thigh, brushing under the hem of his tunic. He tried to hold it down, but she pinned his other wrist easily and gave him a sharp smack across his ass.

“Hey!” Heat rose in his cheeks, and he felt a growing tension in his new parts. She was playing rough. She new he liked it, and that hadn’t changed. The only difference was that now she was big enough to physically overwhelm him without even a contest, without Bumblebee’s help, even without her locks and ties. The big, ropy tentacles were enough. He shivered.

The creature undulated gently, stroking the sore spot to soothe it. But it lifted his arms above his head, hiking his skirt up higher until it hardly covered anything. He pressed his legs together to try to preserve some kind of modesty, standing almost on tiptoe now. The creature gently, unhurriedly reached up under the little garment to feel along his hip. He squirmed at the touch.

“Whoa!” Suddenly he was lifted off the ground. A tentacle wrapped around his midsection and one around each leg, holding him in place. They were firm and slick against his skin, muscular like snakes. Any ideas of modesty were made somewhat irrelevant, as the new position exposed him to any casual onlookers below. His cheeks flushed deeper as he realized his predicament, and he started to struggle, only to earn himself a string of sharp, stinging slaps.

He blushed deeper as he felt himself respond to the discipline, a warm ache starting under his skin. He tried to press his thighs together to cover himself, but his legs were gently forced apart. A tendril stroked his cheek, and he turned toward it. As the one lower down mapped and prodded the smooth skin of his new vulva, this one touched his lips, teasing them with the tip. He opened his mouth to give a little cry, and it slipped inside.

His eyes widened in surprise at first, but it stayed firmly in place. He could feel the texture more acutely with his mouth. It was smooth, but with tiny bumps at long, regular intervals along the top. The suckers on the underside were like jelly. He couldn’t keep them in one place no matter how he ran his tongue along them. It had the musky taste of an organic body, undercut with a faint brininess that he couldn’t quite match to either seawater or cum.

He tried suckling at it, and was rewarded with a gentle tentacle rubbing against the shaft of his clit. He rocked forward into the touch, but a tentacle wrapped around his hips and held him firmly in place. The touches stayed light, teasing, and he moaned around the appendage in his mouth.

An arm slipped in through the arm hole of his tunic and started to tease at his nipple. His body trembled at the touch, like a shaft of light running through his skin. The thin dress was ripped from his shoulders, and he was helpless to cover himself. He turned his head in embarrassment, but the tentacles kept him in position, baring his round breasts for the little crowd of robots and humanoids gathered by the Well. The tendril-tips brushed across the sensitive skin. It grew flushed as his breath deepened, mind whirling with arousal and need. She was really doing this, here, in front of everyone. The thought was dizzying. Suckers played across his breasts, sucking on and releasing, wrapping around them to squeeze.

He felt a wetness on his thighs that wasn’t coming from the tentacle edging up between them. It pushed into him easily, thin at first, then growing thicker once it found purchase, flesh sliding easily under the flexible skin. He found himself spreading his legs to accommodate it, and was rewarded with harder rubbing on his clit. He made a noise deep in his throat as the pleasure started to build. Okay, the rules were becoming clearer. Bad girls struggle or try to get themselves off. Good girls open their legs for the probing tentacles.

Another one snaked in beside the first, stretching him wider. They started to move faster, in counterpoint, attacking one part of his strange new anatomy just as the other was given a split second’s rest.

He sucked harder on the tentacle in his mouth, trying to keep some composure under the assault. A warm, milky fluid ran down his throat as he swallowed, sweet and milk instead of the musky salt of the creature’s body. One of the tentacles in his pussy slipped out, now slick and wet, and moved slowly down to his ass. It started prodding at him, rubbing gentle circles along the tight ring of muscle. He pushed into it, doing his best to open for it, and the one at his clit rewarded him by moving faster. This was familiar now, at least. Carly and Bee had fucked his ass with toys, bringing him to orgasm over the robot’s lap or in his back seat. It was different in the new body, and he’d never had something as long and powerful as the tentacle inside him, but it wasn’t totally unfamiliar.

The building tension was so strong now, so hard to take. He tried to draw his legs up, to open for the invading tentacles so the creature would let him come. It helped him this time instead of holding him fast. It pushed him into place until his knees were up by his chest, legs spread wide as the tentacle moved deeper into his obedient body and another took its place in his pussy. They were relentless on his breasts now, rubbing and squeezing, pressing them together.

He was so close it almost hurt. He could feel it in the back of his teeth. Just a little more, a little faster, and he’d be there. If only his captor would let him move his hips... but he was locked in position as firmly as ever, helpless and docile as the tentacles filled him. He suckled, swallowing more of the warm fluid, moaning pleadingly as the pressure built between his legs. Almost- and the creature showed mercy, rubbing harder, pushing him over the edge to his first orgasm in this new body. He felt his pussy clench around the thick tentacles as pleasure washed through him in waves. He tensed, then fell limp, but the arms weren’t still for a moment, moving and twisting inside of him, sliding deeper until he felt like his whole body was filled.

He had closed his eyes at some point, but he opened them when he felt himself being turned and straightened out, feet pointing down again. He got his balance and took a steadying breath, ready to be set back on the ground. But the creature kept him suspended several feet above it, held him spread eagle and facing out. It easily ripped away the remnants of his dress.

Two tentacles wrapped tightly around his chest, pressing his breasts from above and below, holding them out so anyone who wanted to could get as good a look as possible. His legs were spread wide, baring his filled pussy as well. Something moved out from within the central mass of the creature, snaked around him to where he could see it.

It was another tentacle, terminating in what looked like a giant, green human penis. The tentacle in his mouth withdrew slowly. He licked his dry lips. The cock came slowly closer to his face.

“H-hi,” he stammered. He wasn’t sure that he could take it, even after all the preparation he’d just had. He wanted it, though, or a part of him did. Wanted it inside him, taking him, using his tight body as a toy.

It bumped against his cheek, and he pressed against it. It was warm, and harder than the rest of the creature. It moved around to his lips. He stared dumbly until another tendril gave him a sharp slap across his pussy. He pressed forward to kiss the tip, earning himself some gentle rubbing, soothing away the sting. He licked it. It was saltier than the other tentacle, and stickier too. He clenched nervously around the tentacles inside him, and they throbbed softly, a little thicker with every pulse, stretching him wider. The big cock pressed up against his lips, as though returning his kiss, and lowered slowly until it was down by his pussy.

He gave a little whimper when the tentacles slid out of his pussy. The creature wrapped around him snugly and gave him his mouth-tentacle back. He suckled, grateful for the distraction. Something stroked his hair. The tip of the cock pressed up against him, slowly, starting to rock against his opening. He canted his hips, trying to get the best angle to open to it, and this time the creature allowed it. He moaned softly, the throaty sound muffled by the tendril in his mouth. His body clenched up, and the slow forward pressure stopped where it was. He was snuggled close in softly pulsing arms, wet suckers playing at his breasts and the long, thick arm inside his ass moving sinuously.

He breathed hard, in and out as the tentacles worked over his body, soothing him, loosening him. Eventually his body relaxed, adjusting to the invasion. He moaned deeply as the head of the cock slid inside him, rubbing against his sweet spot with its massive bulk. Slowly, slowly the cock moved deeper into him, in a half inch, then out another, never fully withdrawing. He convulsed around it, powerful muscles contracting involuntarily at the stimulation. The tentacle withdrew from his mouth again, and touched his cheek. He regarded it blearily, eyes half lidded, lips and cheeks flushed deep with effort and pleasure. It tapped him gently, wound around his head to guide his gaze downward. He moaned at the sight. The cock was in him to the hilt, right up to where it joined its tentacle stalk. It started to rock, sliding in and out, just a couple inches at a time at first.

He could see the people in the clearing, too. They were drawing a lot of attention now. He pulled at his bonds, trying to cover himself, but the creature was too strong. Every part of him was on display. He licked his lips, body shivering with want.

The cock was moving more now, drawing out slowly and then slamming in hard, making him shudder and clench around it every time it hit the sweet spot on the front wall of his cunt.

The creature gripped his shoulders, wound around his naked chest in a harness. It drove him down to meet the big appendage, all the tentacles holding him pushing down simultaneously, moving him like a doll in a giant’s hands. He tensed, arched his back, humiliated by how fast this got him heated. He was a helpless little toy for the big monster, and everyone could see. His breath quickened at the thought.

The new waves of pleasure rippling through his body were rounder, slower, more forceful than before. His breasts ached, and the base of his teeth. The creature kept his mouth unimpeded so everyone could hear him when he came again, low and throaty and broken-voiced.

The cock kept pounding him, faster now, harder, forcing him to shudder as his spasming muscles were hit again and again with the thick appendage. It kept going long after he was limp in its arms, moaning wordlessly as he clung to the tentacles at his wrists with weakened hands.

He felt something hot inside him, something wet. The cock rammed in harder. It stayed fast inside him. He twisted, trying to accommodate the new pressure, but warm fluid spilled down his thighs, the arms around and inside of him rippling sinuously. He closed his eyes and smiled as he was held close. He did this. He was good enough. The creature wanted him enough that he could get it off. There was a warm feeling, deep inside his chest, something that felt safe and right.

Gently, slowly, the cock slid down out of his soaked pussy. He had only a second to adjust to the new emptiness before another tentacle was inside him, stroking him tenderly as though checking up on him. He panted, shaking with the aftershocks of the intense sensation, grateful to be filled and cared for.

The tentacles started to move him again. He looked up, dark eyes wide and curious, but the creature possessed no face to look into. He was turned over so he’d be on hands and knees if he were on the ground, bound securely in the big green arms, left side pressed into the main mass of the creature. It wrapped around his hips and drew them up higher, pushing his shoulders down gently until his back was arched like a cat in heat. Tentacles started to stroke his hair, tangling gently through the long brown strands. He was pushed forward into another appendage, and he kissed it, opened his mouth for it, let it slide inside him again and suckled. Something started rubbing against his ass, and he found himself arching up to press into it. It was big and hard, with a round tip. He shivered apprehensively. If it was another cock like the one that had just taken him, he wasn’t sure he could handle it. Still, he clenched around the tentacle in his ass, imagining. The creature squeezed his breasts, and he squirmed until it smacked him and bound him tighter, making him hold still like a good girl.

His ass was slick from the fluids of the tentacle inside him. Slowly, it started to slide out, and he whimpered, nervous of what the creature had planned next. It took a long time for the appendage to leave him. It was in him deep, and it didn’t seem to be in any hurry, sliding around, teasing and caressing him. It slipped out, and the new cock was there to take its place, rubbing its big, blunt head against his ass, slowly coaxing him open. He closed his eyes, concentrating on the feeling, trying to cant his hips right to make his body easy for it. He pushed back against it as it spread him open, the way made smoother by the long, thorough tentacle fucking before. He panted and gripped the tentacles at his wrists again, holding tight for comfort. It pushed into him inexorably, sliding home while more tentacles slipped into his pussy, starting to writhe with excitement. He moaned around the tentacle in his mouth, skin flushed and slick with sweat, heart racing.

It was much the same as taking it in the ass in his usual body, the same tightness, the same needy ache inside him, wanting, craving more. He imagined Bumblebee watching Carly as she fucked him with something this big. He felt a rush of fresh wetness at the thought.

The creature drew his wrists up and pinned them behind his back, forcing him to rest his weight on the tentacles restraining him. The cock was never still, sliding in and out of him, inch by inch, moving deeper and exploring. He felt a ripple of deep pleasure down his spine, shaking him with it. He was exhausted, hazy. He felt like he was floating. The creature started to thrust harder, rocking his frail human body as it fucked him.

He knew something, then. A dawning thought in the back of his mind, wordless but crystal clear. He wanted this. He needed to be held and taken and used for pleasure, shown, restrained, put on display. He pressed back against the cock, opening for the creature, giving it his body as completely as he could, welcoming it into him as its many tentacles scrambled across his skin. His body was shuddering now, overloaded and overwhelmed, but he gave himself unreservedly, taking in the tentacles, the big cock, the warm, sticky fluid, anything it wanted to put in him, letting it move him how it wanted, hold him in place, push past the sensitive bundles of nerves again and again until he was panting, moaning like a wanton, helpless thing.

The creature rocked him in its tentacles, drew him hard up against it until the cock was inside him down to the stalk. It pushed into him faster now, its pace more erratic and its tentacles flailing wildly around him, writhing in his cunt and hitting his clit again and again as they pushed past it into him, as they held his thighs and moved around it.

 _I’m yours,_ he thought, putting the little strength of his small, bound form into moving with it, holding its cock tight inside him and arching his back to go where he was put. _I’m all yours._

There was a swell of feeling inside him, starting between his legs and radiating out, running up the ridge of his back until it pushed out everwhere to engulf him. He was lost inside it, swept away. Unable to think or speak or do anything more than lay wrapped in the strong green bonds and be fucked like a toy. Somewhere in there, he must have blacked out.

***

He opened his eyes and blinked until his vision started to clear. His heart was still racing, blood roaring in his ears, his brain swimming in warm sensation, in the pleasure of having been used, taken and enjoyed- in being so very, very _wanted_.

He felt a tentacle on his cheek and pressed against it, making quiet little noises of affection. It patted him gently, stroking him until his eyes were steady and he was more alert, able to parse out the colors and shapes he was seeing. Stone arches. Water. Tentacles.

The creature set him on his feet on the warm stone ground. He tried to stand, but his legs were like noodles beneath him. He flailed to catch his balance, almost falling over before it caught him up again and held him close, cradling him on his back. It squeezed him and stroked over his forehead in apology for letting him go. He relaxed under the gentle caresses. Yes, best to stay here now, until he was stronger.

The young priest stepped forward from the archway where he’d been sitting and spoke, looking up to address the creature. “There are wash pools in the other courtyard,” he said, smiling slyly. “They should be able to accommodate both you and your mate.”

The creature rippled as it carried Spike along through the stone arches. He lay passively in its arms, naked and dripping fluid, trusting it to hold him securely, as it carried him off to be bathed like a child.

***

It was some time later, after they’d rested. He’d been able to stand once his circulation adjusted to being upright again, and after a couple cups of the stimulant tea the priests brewed. He had stepped back into the Well under his own power.

When he emerged, it was in his old body, in his normal, solid jumpsuit and boots, ass and nipples still sore, but penis present and accounted for. He stepped out of the pool and sat down on a rock to get his bearings.

Carly was right behind him, shaking the water out of her hair and taking a band from her pocket to tie it up. She caught his eye and grinned at him, hands moving practiced and fast through her yellow hair. He just stared for a moment. He opened his mouth to speak, but closed it again, completely at a loss.

Her blue eyes were glinting happily, her body graceful as she stretched out, reacquainting herself with her usual bipedalism.

He looked up at her. “Sometimes...” he began. “Sometimes I look at you. And I just think, ‘Who did I marry?’”

She turned to him, laughed and clapped him on the arm. “Come on,” she said. “Let’s go back into town. I think I saw snack cakes.”

And they made their way down the mountain.


End file.
